Corporate Governance

OPTEX GROUP is keenly aware that our greatest mission is to continuously enhance our corporate values while acquiring the trust of our shareholders, and investors as well as our customers and society. In order to realize this, OPTEX GROUP is committed to maintaining its management system and strengthening the management monitoring functions which enable the promotion of management transparency and fair and immediate decision making, positioning the fulfillment of corporate governance as one of our most significant challenges for management.

Sharholders Meeting

Sharholders Meeting

Organizational Composition and Operation

Organization Form

Company with Audit & Supervisory Committee

Directors

Maximum Number of Directors Stipulated in Articles of Incorporation

13

Term of Office Stipulated in Articles of Incorporation

One year

Chairperson of the Board

President

Number of Directors

9

Nomination of Outside Directors

Nominated

Number of Outside Directors

3

Number of Independent Outside Directors

3

Number of Independent Outside Directors

Name
Yukinori Kuwano
Membership of Supervisory Committee
Designation as Independent Director
Reasons for Appointment
Mr. Kuwano was an outside member of the Audit & Supervisory Committee of the Company from March 1994 until October 2000. He has no relationship of special interest with the Company and is appointed as Outside Director for the purpose of further enhancing the Company’s management system. He is expected to provide sound advice from an independent standpoint based on abundant experience of and extensive insight into corporate management accumulated through his professional experience as a representative director of a large electronics manufacturer.
In addition, the Company designates him as Independent Officer because he does not come under an executing person, etc. of the Company, its Group or major business partners and because it has been concluded that he would not be likely to cause any conflicts of interest with general shareholders.
Name
Tsutomu Ozako
Membership of Supervisory Committee
Designation as Independent Director
Reasons for Appointment
Mr. Ozako has worked as full-time corporate auditor at a large electronics manufacturer and was an outside member of the Audit & Supervisory Committee of the Company from March 2012 until June 7, 2016. It has been concluded that he can perform his duties appropriately from an independent standpoint based on extensive insight and abundant experience as corporate auditor of another company, as he has no relationship of special interest with the Company.
In addition, the Company designates him as Independent Officer because he does not come under an executing person, etc. of the Company, its Group or major business partners and because it has been concluded that he would not be likely to cause any conflicts of interest with general shareholders.
Name
Hiromu Miza
Membership of Supervisory Committee
Designation as Independent Director
Reasons for Appointment
Mr. Miza has worked as division manager of management supervision sections of a large electronics manufacturer and its affiliated company and has extensive insight and abundant knowledge and experience. In addition, based on his job performance of over 11 years as a full-time member of the Audit & Supervisory Committee of Optex FA Co., Ltd., a subsidiary of the Company, it has been concluded that he is in a position to further reinforce the management system of the Company.
In addition, the Company designates him as Independent Officer because he does not come under an executing person, etc. of the Company, its Group or major business partners and because it has been concluded that he would not be likely to cause any conflicts of interest with general shareholders.

Audit & Supervisory Committee

Committee’s Composition and Attributes of Chairperson


 
Audit & Supervisory Committee
All Committee Members
4
Full-time Members
1
Inside Directors
1
Outside Directors
3
Chairperson
Full-time

Voluntary Establishment of Nomination/Compensation Committee

Committee’s Name, Composition, and Attributes of Chairperson

Committee Corresponding to Nomination Committee
Committee’s Name
Nomination Advisory Committee
All Committee Members
3
Full-time Members
0
Inside Directors
1
Outside Directors
2
Outside Experts
0
Other
0
Chairperson
Outside Directors
Committee Corresponding to Compensation Committee
Committee’s Name
Compensation Advisory Committee
All Committee Members
3
Full-time Members
0
Inside Directors
1
Outside Directors
2
Outside Experts
0
Other
0
Chairperson
Outside Directors

OPTEX